BECTON DICKINSON & CO — Director's Dealing 2004

May 27, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BECTON DICKINSON & CO (BDX)
CIK: 0000010795
Period of Report: 2004-05-25

Reporting Person: LUDWIG EDWARD J (Director, Chairman, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-05-25	Common Stock	M	34512	$20.0325	Acquired	115593	Direct
2004-05-25	Common Stock	M	4030	$24.8125	Acquired	119623	Direct
2004-05-25	Common Stock	F	2053	$48.69	Disposed	117570	Direct
2004-05-25	Common Stock	S	32512	$48.75	Disposed	85058	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-05-25	Employee Stock Option (right to buy)	$20.0325	M	34512	Disposed	2006-01-22	Common Stock (34512)	Direct
2004-05-25	Employee Stock Option (right to buy)	$24.8125	M	4030	Disposed	2007-01-27	Common Stock (4030)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	19168	Indirect

Footnotes

F1: Includes shares acquired through dividend reinvestment since March 9, 2004.

F2: Represents shares of common stock held under the Becton, Dickinson and Company Savings Incentive Plan (the "SIP"). The information presented for the SIP is as of April 30, 2004. Mr. Ludwig also has an interest in 581.6 shares of Series B Convertible Preferred Stock under the SIP, which are convertible into 3,722 shares of common stock.

F3: The option became 50% exercisable on January 27, 1999 and fully exercisable on January 27, 2000.